A German technology group signs a letter of intent to acquire a 30% stake in a Warsaw-based software company. The deal looks clean. The target has no obvious strategic assets. Then, three weeks before closing, counsel flags that the transaction requires a formal clearance filing with the Office of Competition and Consumer Protection (Urząd Ochrony Konkurencji i Konsumentów, UOKiK) under Poland's foreign investment screening regime. The clock starts ticking – and missing the deadline forfeits the right to close.

Poland's foreign investment screening framework, introduced under the Act on Control of Certain Investments, subjects acquisitions of significant interests in protected-sector companies to mandatory pre-closing review by UOKiK. The review period runs up to 120 working days from the date of a complete notification. Transactions completed without clearance are legally void and expose acquirers to personal liability of board members.

This alert covers three questions practitioners and investors ask most often: what the screening regime covers, which thresholds trigger the obligation, and what immediate steps a buyer must take before signing. Each section opens with a direct answer so deal teams can act without reading the full text.

What does Poland's investment screening regime actually cover?

The screening obligation applies to acquisitions of a "significant participation" – defined as crossing the 20% or 40% voting-rights threshold – in companies operating in protected sectors. Those sectors include energy infrastructure, telecommunications, financial services, food processing, and certain IT systems classified as critical infrastructure. A target does not need to be publicly listed. Private spółka z ograniczoną odpowiedzialnością (limited liability company, sp. z o.o.) structures are equally within scope.

UOKiK is the designated screening authority. It operates alongside the National Court Register (Krajowy Rejestr Sądowy, KRS) and, in parallel reviews, the Polish Financial Supervision Authority (Komisja Nadzoru Finansowego, KNF). The three institutions do not share a single portal, so filings must be tracked separately. Buyers who confuse merger-control notification with investment screening notification – two distinct procedures at UOKiK – risk missing the screening deadline entirely.

The regime also catches indirect acquisitions. A foreign investor acquiring a holding company that, in turn, controls a protected Polish entity triggers the same filing obligation as a direct deal. Restructuring a group to insert an intermediate EU-domiciled vehicle does not neutralise the obligation if the ultimate beneficial owner is a non-EU national or entity. Due diligence Poland-focused teams must map the full ownership chain before signing.

  • Energy and fuel infrastructure operators
  • Telecommunications and postal network providers
  • Financial market participants supervised by KNF
  • Food-sector companies with annual revenue above PLN 100m
  • IT systems designated as critical infrastructure by the government

Which thresholds trigger the filing obligation?

Two numeric thresholds determine whether a notification is mandatory. First, the target company must have generated revenue in Poland exceeding PLN 10m in at least one of the two financial years preceding the transaction. Second, the acquirer must be crossing – or already hold and be increasing past – the 20% or 40% voting-rights threshold. Both conditions must be met simultaneously. A deal that crosses only one limb does not trigger the obligation.

The "foreign" element is defined broadly. It covers acquirers from outside the European Economic Area and, in specific protected sectors, also EEA-domiciled entities whose ultimate beneficial owner is a non-EEA national. This means a Luxembourg-registered fund controlled by a Gulf sovereign wealth fund falls within scope. Conversely, a pure intra-EU acquisition where no non-EEA person holds more than 25% of the acquirer is generally exempt – though counsel should verify this on a case-by-case basis during M&A Poland due diligence.

We secured clearance for a technology acquisition in the Mazowieckie region (autumn 2025) where the buyer initially believed the target's revenue fell below the PLN 10m threshold. A closer review of consolidated Polish-source revenue – including licence fees booked through a German parent – pushed the figure above the limit. Early identification saved the client from a void transaction and potential personal liability of the signing directors.

One common misconception: the obligation is triggered at signing, not at closing. The notification must be filed before the transaction is executed. Parties who wait until the KRS registration stage to assess screening risk have already lost the window to file lawfully.

What are the immediate action items before signing?

Deal teams have a clear sequence to follow. The pre-signing phase is the only moment when all options remain open. Once a transaction closes without clearance, the legal consequence is voidness – not a correctable procedural defect. The irreversible nature of that outcome makes pre-signing screening analysis non-negotiable for any cross-border acquisition involving a Polish target.

Our team obtained a no-objection confirmation for a manufacturing investor in Lower Silesia (winter 2025) within 30 working days of filing, well inside the statutory 120-day maximum. The key was submitting a complete notification on day one – incomplete filings reset the clock and can extend the review by a further 90 working days.

  • Identify whether the target operates in a protected sector before signing the letter of intent
  • Calculate Polish-source revenue for the two preceding financial years, including intra-group flows
  • Map the acquirer's ultimate beneficial ownership to determine EEA/non-EEA status
  • Prepare a complete UOKiK notification package – incomplete submissions restart the review period
  • Build a 120-working-day longstop date into the transaction timeline and financing commitments

When setting up a company in Poland or acquiring an existing one, investors should also consider how the chosen vehicle – branch versus subsidiary – affects the screening analysis. A branch of a foreign entity is not a separate legal person and does not trigger the threshold in the same way a sp. z o.o. acquisition does. For a detailed comparison, see our analysis of branch versus subsidiary structures for Baltic and Lithuanian groups and the equivalent guide for Cyprus-based holding structures. Questions about liability flowing down through a Polish corporate group are addressed in our note on subsidiary liability in Polish corporate groups.

Specific transaction circumstances require tailored analysis. The screening obligation interacts with merger-control thresholds, sector-specific KNF approvals, and – for listed targets – mandatory tender-offer rules. Treating screening as an isolated checkbox misses the full compliance picture.

To receive an expert assessment of your transaction's screening exposure before signing, contact info@kordeckipartners.com.

Frequently asked questions

Q: Does the screening obligation apply if the acquirer is an EU-based fund?

A: EU domicile does not automatically exempt a fund from screening. Where the ultimate beneficial owner – holding more than 25% of the fund – is a non-EEA national or entity, the acquisition may still fall within scope in protected sectors. Counsel should analyse the full ownership chain, not merely the fund's place of registration, before concluding that no filing is required.

Q: How long does the UOKiK review actually take in practice?

A: The statutory maximum is 120 working days from receipt of a complete notification. In straightforward cases involving non-critical sectors, UOKiK has issued clearance decisions within 30 to 60 working days. Incomplete submissions restart the clock entirely, which is why assembling a full filing package at the outset is the single most effective way to control deal timing.

Q: What happens if we close without filing?

A: A transaction completed without the required UOKiK clearance is legally void under Polish law. Voidness cannot be cured retrospectively. Beyond the commercial consequences of an invalid transfer of shares, board members of the acquiring entity may face personal liability for losses caused by the void transaction. There is no grace period or amnesty mechanism available after the fact.

KORDECKI & Partners is a law firm based in Warsaw and Krakow, advising business clients across 30 jurisdictions. Our team combines expertise in Polish and international law with a practical approach to M&A transactions, foreign investment screening, and corporate structuring in Poland. We work with Polish entrepreneurs, foreign investors, and in-house legal teams. To discuss your situation, contact info@kordeckipartners.com.

Disclaimer: This publication is provided for informational purposes only and does not constitute legal advice. The information herein should not be relied upon as a substitute for professional legal counsel tailored to your specific circumstances. KORDECKI & Partners assumes no liability for actions taken or not taken based on the contents of this material. For advice regarding your particular situation, please contact info@kordeckipartners.com.